EXHIBIT 10.1


 


AMENDMENT NO. 7 TO BRIDGE LOAN AGREEMENT


 


AMENDMENT
NO. 7 TO BRIDGE LOAN AGREEMENT (“Amendment”), dated effective December 16,
2009, is made by and among Granite City Food & Brewery Ltd. (“Granite
City”), and Granite City Restaurant Operations, Inc. (“GCROI”) and Harmony
Equity Income Fund, L.L.C. and Harmony Equity Income Fund II, L.L.C., each
South Dakota limited liability companies.


 


RECITALS


 


A.                                   This Amendment
amends the Bridge Loan Agreement by and among the foregoing parties dated March 30,
2009 (as amended, the “Agreement”).


 


B.                                     All capitalized
terms used in this Amendment and not otherwise defined shall have the meanings
set forth in the Agreement.


 


C.                                     The parties
hereto desire to amend the Agreement as hereinafter set forth.


 


For valuable
consideration, the parties hereto agree as follows:


 


1.                                       Amendment to Section 1.1.  The definition of “Aggregate Loan Commitment”
in Section 1.1 is hereby amended to change the amount therein to Eight
Hundred Thousand Dollars ($800,000.00), from One Million Dollars
($1,000,000.00).


 


2.                                       Amendment to
Maturity Dates of Notes.  Section 2.4(a) is
hereby amended to read as follows:


 


(a)                                  Scheduled Payments. 
The principal amount outstanding under the Loans shall be payable as
follows:  (i) six installments of Nine
Thousand Dollars (9,000.00) each shall be payable on January 1, 2010, and
on the first day of each month thereafter including June 1, 2010; (ii) the
remaining principal amount outstanding shall be payable in twelve (12) equal
monthly installments commencing on January 1, 2011 and on the first day of
each month thereafter, with the final installment of any unpaid principal due
on December 1, 2011.


 


Section 2.5(c) of the Agreement is hereby amended to read as
follows:


 


(c)                                  Payments and Computation. 
Interest accrued hereunder shall be treated as follows:  (i) accrued and unpaid interest shall be
added to the principal amount outstanding under the Loans on July 1, 2009,
October 1, 2009 and January 1, 2010; (ii) accrued interest shall
be payable quarterly in arrears on April 1, 2010, October 1, 2010 and
January 1, 2011; and (iii) accrued interest shall be payable monthly
in arrears commencing on February 1, 2011 and on the first day of each
month thereafter; with a final payment of any accrued and unpaid interest due
on December 1, 2011 with the final payment of principal.  Interest shall be computed on the basis of a
360-day year, actual days elapsed.


 


Each of the Notes
shall be amended to conform to amended Sections 2.4 (a) and 2.5(c), unless
converted or prepaid earlier pursuant to the provisions of each Note.


 

















 


3.                                       Financial Covenants.  Section 5.2(a) is
amended to replace the Minimum IROP schedule therein with the following:


 




	
  Period Ending

  	
   

  	
  Minimum IROP

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  56,300

  	
   

  
	
  April 28, 2009

  	
   

  	
  $

  	
  59,144

  	
   

  
	
  May 26, 2009

  	
   

  	
  $

  	
  65,794

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  69,350

  	
   

  
	
  July 28, 2009

  	
   

  	
  $

  	
  72,654

  	
   

  
	
  August 25, 2009

  	
   

  	
  $

  	
  70,301

  	
   

  
	
  September 29, 2009

  	
   

  	
  $

  	
  67,533

  	
   

  
	
  October 27, 2009

  	
   

  	
  $

  	
  51,000

  	
   

  
	
  November 24, 2009

  	
   

  	
  $

  	
  58,000

  	
   

  
	
  December 29, 2009

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  January 26, 2010

  	
   

  	
  $

  	
  53,735

  	
   

  
	
  February 23, 2010

  	
   

  	
  $

  	
  51,733

  	
   

  
	
  March 30, 2010

  	
   

  	
  $

  	
  51,300

  	
   

  
	
  April 27, 2010

  	
   

  	
  $

  	
  54,144

  	
   

  
	
  May 25, 2010

  	
   

  	
  $

  	
  60,794

  	
   

  
	
  June 29, 2010

  	
   

  	
  $

  	
  64,350

  	
   

  
	
  July 27, 2010

  	
   

  	
  $

  	
  67,654

  	
   

  
	
  August 31, 2010

  	
   

  	
  $

  	
  65,301

  	
   

  
	
  September 28, 2010

  	
   

  	
  $

  	
  62,533

  	
   

  
	
  October 26, 2010

  	
   

  	
  $

  	
  59,832

  	
   

  
	
  November 30, 2010

  	
   

  	
  $

  	
  57,537

  	
   

  
	
  December 28, 2010

  	
   

  	
  $

  	
  57,183

  	
   

  
	
  January 25, 2011

  	
   

  	
  $

  	
  53,735

  	
   

  
	
  February 27, 2011

  	
   

  	
  $

  	
  51,733

  	
   

  
	
  March 29, 2011

  	
   

  	
  $

  	
  51,300

  	
   

  
	
  April 26, 2011

  	
   

  	
  $

  	
  54,144

  	
   

  
	
  May 24, 2011

  	
   

  	
  $

  	
  60,794

  	
   

  
	
  June 28, 2011

  	
   

  	
  $

  	
  64,350

  	
   

  
	
  July 26, 2011

  	
   

  	
  $

  	
  67,654

  	
   

  
	
  August 23, 2011

  	
   

  	
  $

  	
  65,301

  	
   

  
	
  September 27, 2011

  	
   

  	
  $

  	
  62,533

  	
   

  
	
  October 25, 2011

  	
   

  	
  $

  	
  59,832

  	
   

  
	
  November 22, 2011

  	
   

  	
  $

  	
  57,537

  	
   

  
	
  December 27, 2011

  	
   

  	
  $

  	
  57,183

  	
   

  






 


2

















 


Section 5.2(b) is amended to replace the Minimum Consolidated
Revenue schedule there in with the following:


 




	
  Quarter Ending

  	
   

  	
  Net Revenue

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  19,500,000

  	
   

  
	
  March 30, 2010

  	
   

  	
  $

  	
  18,829,000

  	
   

  
	
  June 29, 2010

  	
   

  	
  $

  	
  19,333,000

  	
   

  
	
  September 28, 2010

  	
   

  	
  $

  	
  18,839,000

  	
   

  
	
  December 28, 2010

  	
   

  	
  $

  	
  18,399,000

  	
   

  
	
  March 29, 2011

  	
   

  	
  $

  	
  18,829,000

  	
   

  
	
  June 28, 2011

  	
   

  	
  $

  	
  19,333,000

  	
   

  
	
  September 27, 2011

  	
   

  	
  $

  	
  18,839,000

  	
   

  
	
  December 27, 2011

  	
   

  	
  $

  	
  18,399,000

  	
   

  






 


4.                                       No Effect on Remaining Provisions. 
Except as provided herein, the terms of the Agreement unaffected by the
Amendment shall remain in full force and effect.


 


3

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Amendment effective the date
first above written.


 


	
  BORROWERS:

  	
  GRANITE CITY FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James G. Gilbertson

  
	
   

  	
   

  	
   

  	
  Name: James G. Gilbertson

  
	
   

  	
   

  	
   

  	
  Its: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
  5402 Parkdale Drive, Suite 101

  
	
   

  	
   

  	
  Minneapolis, MN 55416

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  GRANITE CITY RESTAURANT OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James G. Gilbertson

  
	
   

  	
   

  	
   

  	
  Name: James G. Gilbertson

  
	
   

  	
   

  	
   

  	
  Its: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
  5402 Parkdale Drive, Suite 101

  
	
   

  	
   

  	
  Minneapolis, MN 55416

  
	
   

  	
   

  
	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  HARMONY EQUITY INCOME FUND, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eugene E. McGowan

  
	
   

  	
   

  	
  Name: Eugene E. McGowan

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
  McGowan Capital Group, LLC

  
	
   

  	
   

  	
  Managing Member of Harmony Equity Income

  
	
   

  	
   

  	
  Fund, L.L.C.

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
  201 S. Phillips Avenue, Suite 100

  
	
   

  	
   

  	
  Sioux Falls, SD 57104

  



 


4

















 


	
  LENDERS:

  	
  HARMONY EQUITY INCOME FUND II, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eugene E. McGowan

  
	
   

  	
   

  	
  Name: Eugene E. McGowan

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
  McGowan Capital Group, LLC

  
	
   

  	
   

  	
  Managing Member of Harmony Equity Income

  
	
   

  	
   

  	
  Fund II, L.L.C.

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
  201 S. Phillips Avenue, Suite 100

  
	
   

  	
   

  	
  Sioux Falls, SD 57104

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARMONY EQUITY INCOME FUND, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eugene E. McGowan

  
	
   

  	
   

  	
  Name: Eugene E. McGowan

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
  McGowan Capital Group, LLC

  
	
   

  	
   

  	
  Managing Member of Harmony Equity Income

  
	
   

  	
   

  	
  Fund, L.L.C.

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
  201 S. Phillips Avenue, Suite 100

  
	
   

  	
   

  	
  Sioux Falls, SD 57104

  



 


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